So HP has put its hands up and said that it is taking a $5 billion hit on its $10 billion Autonomy acquisition. Note: most are assuming it is an $8 billion hit. They're wrong. Check the press release:
HP today announced a non-cash impairment charge of $8.8 billion related to Autonomy in the fourth quarter of its 2012 fiscal year. The majority of this impairment charge, more than $5 billion, is linked to serious accounting improprieties, misrepresentation and disclosure failures discovered by an internal investigation by HP and forensic review into Autonomy’s accounting practices prior to its acquisition by HP.
As I looked over the reporting on this topic I was puzzled. Sure, HP paid a massive premium for a company that for years had question marks over its accounting practices. But if this is another CA in the making then were the auditors, audit committee and analysts generally asleep at the wheel? Or is this a case of a business model HP could not understand? That's hard to tell at this stage of proceedings.
So far, HP has only said that some 10-15% of the write off relates to Autonomy's hardware business - one that it was exiting at the time of the acquisition. That's around $0.5-0.75 billion of the total provision and I am guessing most of that will likely represent goodwill and possibly trade debtor write downs. Inventories only represented about $170,000 at the tme of acquisition. That leaves a whopping $0.32-0.58 billion in the 'shady deals' bucket.
Without further detail, it is difficult to know exactly where HP is pointing the finger unless it is implying multi-year restatements are in order. The problem with that analysis is that a quick drive by at the 2010 Autonomy accounts doesn't show anything especially noteworthy in the cashflow or balance sheet to indicate where irregularities might have occurred. Cash balances are readily provable - unless of course we are seeing another Satyam. My personal take is that is highly unlikely but then I have been spectacularly wrong on this point in the past.
If HP's current analysis is correct then it suggests:
My questions are somewhat mundane. Bloomberg observes that:
“It seems very late in the day that HP would find accounting irregularities,” said George O’Connor, an analyst at Panmure Gordon & Co. “It looks as though they’re trying to find a way to write off the deal.”
I agree. HP has had ample time to find problems. Unless of course it went comatose after acquiring the company. I cannot believe that given the furore over the purchase at the time and the eventual sacking of then CEO Leo Apotheker.
This is likely the tip of the iceberg. HP is setting itself to get at least some compensation from Autonomy shareholders. The chances are slim though they can always go after Deloitte as auditors - a likely sencond string course. The fact they have asked the UK's Serious Fraud Office to investigate implies evidence of serious criminal action. It will be interesting to see if the UK's fraud enforcers are up to the task - they don't have a great track record in this area.